These terms of service (“Agreement” or “Terms”) are a legally binding agreement between you (“Creator,” “you”), and The Sup Group Ltd., including its affiliates (“Sup,” “we,” “us,” or “our”).
Sup is the owner and operator of a unique technology platform named Sup (the “Platform”) and provides products and services (collectively, with the Platform, App, and Website, referred to as the “Services”) that enable companies or their agencies, who wish to create content and/or advertise their products and services (“Brands”), and influencers and others who create Content (“Creators”) to collaborate on the Brand’s advertising campaign (“Campaign Brief"). You may create, copy, text, video, images, photographs, graphics, messages, or other materials (“Content”) pursuant to your participation in the Campaign Brief or advertising for a Brand or its agency (a “Campaign”) and post, promote, and advertise the Content through your media network (including your website or your posts on any website or social media provider account) using the Services.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A BINDING AGREEMENT AND INCLUDE MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY DOWNLOADING OUR MOBILE APPLICATION, ESTABLISHING AN ACCOUNT, USING THE PLATFORM AND/OR OUR SERVICES, YOU AGREE THAT YOU: (A) HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD OR THAT YOU HAVE PERMISSION FROM YOUR PARENT OR LEGAL GUARDIAN TO CREATE AN ACCOUNT AND AGREE TO THIS AGREEMENT; AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT AS WELL AS ANY APPLICABLE UNDERLYING CAMPAIGN BRIEFS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
Subject to your compliance with the terms of this Agreement, we grant you access to the Platform through our mobile application(s) (the "App") and/or our website for Creators that is available at creators.sup.com (the "Website") to use our Services. If you access the Services via our App, we grant you a non-exclusive, revocable, non-sublicensable, and nontransferable licence during the Term to:
Some or all of the Services' functionality may not work with all carriers or mobile devices. By accessing the Services on a Mobile Device, you agree that we may communicate with you by push notifications, text message, or other electronic means to such Mobile Device and that certain information about your usage of the Services through the Mobile Device may be communicated to us.
You agree that the Services, including, without limitation, graphics, trademarks, and editorial content, are owned by The Sup Group Ltd and/or its licensors, and are protected by applicable intellectual property and other laws. You agree that you will use the Services only as permitted by this Agreement. You agree not to:
You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that The Sup Group Ltd is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing, or illegal messages that you may receive as a result of using the Services.
You acknowledge and agree that the Services are provided under license, and not sold, to you. Except to the extent necessary to access and use the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets, or other proprietary rights in or relating to the Services whether expressly, by implication, estoppel, or otherwise. The Sup Group Ltd and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
You agree that you and all of your Content will fully comply with applicable laws, rules, regulations, and industry guidelines, including but not limited to the United Kingdom legal equivalents of Applicable Laws, such as the Advertising Standards Authority (ASA) rules, and that you will disclose in every post that mentions or features a Brand that you have received benefits from the Brand as described in this Agreement and the Campaign Brief. You will cooperate with us in removing or modifying any inappropriate Content relating to the Brand, its products, or the Campaign Brief from your blog, website, or your accounts on social networking websites, such as Instagram, Facebook, Pinterest, TikTok, or Snapchat ("Social Media Provider") or any other media over which you have control. To the extent you are not in compliance with the terms required under this Agreement (without limiting any remedies that may be available to us and a Brand in law or equity), you will promptly remove and take down any non-compliant Content from the Platform and from any Social Media Provider.
You represent and warrant that: (a) you have the full power and authority to enter into this Agreement and any Campaign, and neither this Agreement nor your activity hereunder conflicts with any obligation on your part; (b) all information submitted by you and all statements made by you will comply with all Applicable Laws in the United Kingdom and are accurate; (c) to the extent that you upload any Content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such Content and that such Content does not infringe on any third party intellectual property or other rights, including, without limitation, patent, copyright, trademark, or trade secrets, in such Content, violate any terms of service applicable to any Social Media Provider, or this Agreement; (d) you are legally permissible to work on any Campaign that you apply to participate in, including compliance with any relevant UK labor laws for Creators who are under 18 years of age; (e) you are not under 13 years of age; (f) you will not disparage, defame, or otherwise diminish the goodwill or reputation of The Sup Group Ltd, the Brands, and/or the Agencies; and (g) you will not participate in a Campaign or work for a competitor of a Brand while you are participating in a Campaign of the Brand, unless otherwise agreed in writing with such Brand. You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, and contractors (collectively "Indemnitees") harmless from any damages, liabilities, litigation, judgments, settlements, penalties, fines, expenses, including attorneys' and experts' fees, and other comparable costs (collectively "Damages") that arise from or relate to a breach of the representations and warranties set forth in this Section 5 of these Terms.
You grant to The Sup Group Ltd and its affiliated entities a perpetual, royalty-free, fully paid-up, irrevocable, and non-exclusive license to copy, display, modify, distribute, store, and otherwise use the Content you submit to the Platform for the purposes of: (a) conducting our, and our affiliated entities, marketing activities in the promotion of the Services including but not limited to email marketing, case studies, cover photos, and use on our social networking websites, websites, and mobile applications; and (b) performing our obligations under this Agreement, including provisioning your participation using the Services under a Campaign Brief. Subject to the terms of the applicable Campaign Brief, you grant the Brand or its agency an exclusive (except to the rights granted herein), worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, distribute, store, modify, and otherwise use any Content that you upload, transfer, or post using the Services or otherwise use in connection with a Campaign.
To use the Services, you need to establish an account by signing up through our App or our Website (the "Account"). You agree to provide accurate, current, and complete information about yourself. Registration data and other information about you and this Agreement are used, stored, and disclosed in accordance with our Privacy Policy. You acknowledge and agree:
You represent and warrant that if you are entering into these Terms on behalf of your employer or other legal entity, you have full authority to bind said employer or other legal entity to this Agreement. Once you create an Account, you will be able to customize your profile ("Creator Profile"). You are liable for any Damages caused by any unauthorized use of your password, username, or Account. If you are under 13 years of age, do not create an account, download our App, or access our Services in any manner. The Sup Group Ltd's Services are not intended for anyone under 13 years of age. If you believe someone under 13 years of age may have created an Account on our Platform, please let us know by contacting us at info@sup.co. If you are between 13 years of age and 18 years of age, then you may create an Account only if: (a) you have permission from your parent or legal guardian to create an Account and to agree to these Terms, and upon request, you are able to provide proof of such permission, and (b) you are legally permissible to apply for and complete Campaigns under the applicable UK laws and regulations, including compliance with Fair Labor Standards Act (FLSA) or other youth or child labor laws if applicable.
If you are found to be in breach of this Section, The Sup Group Ltd reserves the right to terminate your Account immediately and bar you from establishing any other Account without giving any notice to you.
DO NOT SIGN UP FOR AN ACCOUNT IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. BY OPENING UP AN ACCOUNT, YOU AGREE TO BE BOUND BY AND COMPLY FULLY WITH THIS AGREEMENT.
In order to fully use the Services, you will need to verify your Social Media Provider account(s). Once your Social Media Provider is verified by us, we may access information and relevant data provided by you and your Social Media Provider, and we will use, store, and disclose such information in accordance with our Privacy Policy. You may need to provide your login information, including your password, directly to such Social Media Provider, and not to us. We are not responsible for any action taken by the Social Media Providers or the accuracy or availability of any information provided by the Social Media Providers. You agree to defend, indemnify, and hold The Sup Group Ltd and its Indemnitees harmless from any and all Damages that result from your breach of this Section 7.
By establishing an Account with The Sup Group Ltd on the Platform, you agree to receive communications from us, including via email, text messages, and push notifications. If you wish to not receive any promotional emails from The Sup Group Ltd, please email help@sup.co or follow the unsubscribe options in the promotional emails. You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from The Sup Group Ltd. If you do wish to unsubscribe from such emails, please send your request to help@sup.co with the subject line: "Unsubscribe from The Sup Group Ltd Transactional Emails." Please note that unsubscribing from such emails will impact your use and enjoyment of The Sup Group Ltd Services, including the Platform, Website, and App, and will impact your communication with us and/or Brands. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Services.
You are responsible for your conduct and any Content that you upload, share, post, submit, publish, send, display, or transmit (collectively, "Transmit") via the Services. You agree that you will never use the Services to:
You may be able to view different Brands' Campaigns based on your followers on Social Media Provider and any other parameters decided by the Brands. Brands may require you to provide certain information related to your age, gender, or location in order to participate in a Campaign. See our Privacy Policy for more information. You may decline to provide this information. But if you do, you may not be able to participate in a Campaign.
The Campaigns that you can see and apply to are solely based on social networks that you have connected to the Platform and your follower counts on such social networks and not on your age, gender, or location or any other information you provide to us, unless otherwise communicated to you via the Platform or other communications, such as email or based on parameters as further described in a Campaign Brief. However, you may be a recommended match for a Campaign based on information you provide and the information provided by the Brand or its agency. These recommendations in no manner guarantee that the Brand or its agency will select you to participate in the Campaign. You may participate in multiple Campaigns with different Brands or agencies, provided such Brand or its agency approves your participation in such Campaigns.
By using the Services, including but not limited to when you apply to a Campaign Brief or engage with us or a Brand via our Threads tool, you authorize us to provide the Brand or its agency with some or all of the following information concerning you:
A Campaign Brief includes the terms, conditions, fees, parameters, specifications, and other terms and conditions of a Brand's campaign. The Campaign Brief is a legal contract between you and The Sup Group Ltd and/or the agency on behalf of The Sup Group Ltd. You agree to treat the contents of the Campaign Brief and any information related to The Sup Group Ltd and its agency as confidential and not to disclose such information to any third party. It is hereby clarified that the Brief shall prevail with respect to any specific terms not detailed in these Terms or in the event of any contradiction between these Terms and the Brief.
The Brands and/or the agencies are a third party beneficiary of this Agreement and, upon your acceptance of this Agreement and participation in a Campaign, The Sup Group Ltd and/or its agency shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary hereof. This Agreement incorporates by reference The Sup Group Ltd's and/or its agency's Brief, which is an enforceable agreement between you and The Sup Group Ltd and/or its agency. Your access to and use of the materials in the Campaign Brief requires you to review, acknowledge, and accept the terms of the Campaign Brief, and once executed by you, will constitute a valid and binding agreement, and such terms and conditions will be incorporated into this Agreement for all purposes.
Your failure to agree to the Campaign Brief will restrict you from participating in the Campaign. Any noncompliance by you with the terms of such Campaign Brief will be deemed a violation of this Agreement. In order to assign you a Campaign or approve your participation in a Campaign, Brands may be able to view your avatar, ratings, and content posted on your Social Media Provider. They will also be able to look at your stats related to completion of your Campaigns, etc. If necessary, Brands will contact you through the Service.
If your participation in a Campaign is approved and accepted by The Sup Group Ltd and/or its agency on behalf of The Sup Group Ltd, you agree to Transmit the Content to your Social Media Provider as directed in the Campaign Brief. Unless otherwise agreed upon in writing with a Brand, you agree that the Content that you produce for a Campaign will be fully owned by The Sup Group Ltd to the fullest extent allowed by Applicable Laws and that you will not have the right to use such Content after the Campaign without the prior written consent of The Sup Group Ltd and/or its agency on behalf of The Sup Group Ltd.
You acknowledge, agree, represent, and warrant that (i) The Sup Group Ltd will not in any manner approve or be responsible for your Content whether or not posted on the Platform or you use our Services in connection with a Campaign, and (ii) you are solely responsible for your Content whether or not posted on the Platform or you use our Services in connection with a Campaign. You agree to defend, indemnify, and hold The Sup Group Ltd harmless from any Damages arising out of or in connection with your breach of this representation and warranty.
You agree not to use any Content in a Campaign which is not approved in advance by The Sup Group Ltd and/or its agency. You agree to comply with all of the terms and conditions of the Campaign Brief. By posting Content on any social media, you agree to comply with and be bound by the terms and conditions of the Campaign Brief. Do not post Content if you do not agree to all of the terms and conditions of the Campaign Brief.
In connection with your participation in a Campaign, you agree at all times to comply with the following code of conduct:
Subject to your compliance with this Agreement and the Campaign Brief, you shall be compensated in United Kingdom pounds ("Payment") for the Content that is accepted by the Brand and posted to your Social Media Provider accounts or web pages in accordance with the terms of the Campaign Brief. To the extent that you are entitled to Payment, we will determine the method, and you will provide reasonable cooperation in facilitating the Payment. Subject to your cooperation in facilitating the Payment and subject to the Content being accepted by the Brand, the Payment will be made within thirty (30) days following the completion of all deliverables associated with the Campaign.
For example, if we pay you through PayPal, you will be required to establish a PayPal account and provide us with sufficient information to allow us to transfer funds to you. If we pay you via ACH through Dwolla, another third-party payment provider, you will provide Dwolla with accurate payment information through our Platform, and you expressly authorize The Sup Group Ltd's service provider, Dwolla, Inc., to originate credit transfers to your financial institution. Unless otherwise agreed to by you and the Brand or its agency on behalf of the Brand, your fees and other consideration for your participation in the Campaign will be set forth in the Campaign Brief.
You agree:
In the event that any information is disclosed to you through your access to the Services related in any way to The Sup Group Ltd and its business and the business of its customers, which it deems to be confidential and proprietary, including but not limited to any Campaign Brief, you agree to hold such information in the strictest confidence. You acknowledge that we or a Brand or its agency may provide confidential and proprietary information to you in connection with your use of the Services or participation in a Campaign, including but not limited to The Sup Group Ltd's Platform, App, identity of our customers, including any Brand or its agency contacts, names, phone numbers, addresses, email addresses, campaign, Campaign Brief, campaign history, campaign preferences, pricing information, and other information regarding a Brand's products, services, initiatives, or other topics of the Campaign Brief, and all other information which The Sup Group Ltd considers to be confidential and proprietary or any special treatment that you may receive (which The Sup Group Ltd reserves the right to provide in its sole discretion to any creator).
Except as needed to perform your obligations hereunder, during the Term, you shall keep confidential and not disclose any information contained in a Campaign Brief or prepared for while participating in a Campaign, including but not limited to topics, story projects, or source information, prior to such information becoming available to the public. During the Term of this Agreement, you will also keep confidential and not disclose the terms of this Agreement or use any such information for your own purposes. Any information provided by you and marked as "confidential" shall be deemed confidential information.
Each party agrees that it will take all appropriate steps to protect confidential information from unauthorized disclosure, that it will not disclose such confidential information to any third party, and that it will not use any Confidential Information (other than as authorized by this Agreement) without the prior written consent of the other Party. Notwithstanding the above, each party may disclose the other party's confidential information to its employees, consultants, and representatives on a need-to-know basis, provided that it shall remain liable for any breach of the confidentiality obligations under this Agreement by any of the aforementioned persons.
The parties' obligations with respect to confidential information shall continue for a period of 5 years from the date of termination or expiration of this Agreement or until such confidential information becomes publicly known, other than by breach of this Agreement by such Party.
If The Sup Group Ltd and/or its affiliates, officers, employees, managers, directors, customers, and agents (the "Indemnified Parties") incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney's fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought by a third party (whether by an individual, organization, or governmental agency) against The Sup Group Ltd Indemnified Parties, which could arise from the following:
Parties, which could arise from the following:
each a "Claim," you shall:
Indemnity Procedure. As a condition to indemnification under this section (INDEMNIFICATION), the Indemnified Party agrees:
Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis. We expressly disclaim, to the fullest extent permissible by UK law, all warranties of any kind, whether express, implied, or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We make no warranty that:
You agree that The Sup Group Ltd is not liable for any damages or injury resulting from your use of our Services or participation in a Campaign. There is no warranty that will extend beyond the description on the face hereof. Any damage alleged for a loss or injury is limited to the fee, if any, paid to The Sup Group Ltd for the ability to access the Platform and/or use of the Services.
To the maximum extent permitted by UK law, The Sup Group Ltd shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, or damages for loss of profits, including fees not received as a result of a malfunction of the Platform, whether directly or indirectly, or any loss of data, use, goodwill, or other intangible losses based on contract, tort, strict liability, or otherwise. In no event shall The Sup Group Ltd's total liability for all claims related to the Services or this Agreement exceed the greater of one hundred pounds (£100.00) or any amounts paid by The Sup Group Ltd to you in the six (6) months prior to the event giving rise to the claim.
You and your heirs hereby voluntarily agree to release, waive, discharge, and hold harmless The Sup Group Ltd and its officers, directors, employees, consultants, agents, successors, and assigns from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services.
This Agreement is effective upon your creation of an Account. This Agreement may be terminated:
In addition, The Sup Group Ltd may, immediately and without notice, terminate this Agreement, deactivate your Account, or your Campaign (as applicable) in the event:
In the event of a deactivation pursuant to (1)-(4) above, you may, at The Sup Group Ltd's sole discretion, be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to The Sup Group Ltd's or the Brand's (as applicable) reasonable satisfaction prior to The Sup Group Ltd permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach (to the extent curable). If the breach is cured in a timely manner and to The Sup Group Ltd's satisfaction, this Agreement will not be permanently terminated.
Sections 2, 3, 4, 6, 7, 8, 9, 11 to 31 shall survive any termination or expiration of this Agreement.
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, agent/servant. The Creator has no power or authority to bind The Sup Group Ltd to any obligation, agreement, debt, or liability. The Creator shall not hold itself out as an agent or representative of The Sup Group Ltd.
Each Creator acknowledges and agrees that:
The Creator will be solely responsible for determining the method, details, and means of performing the services hereunder and in the Campaign Brief and the Campaign. Neither party shall be the authorized agent of the other party or have the right or authority, either express or implied, to create or incur any liability against or on behalf of any other party other than those obligations and liabilities in this Agreement.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Services ("Submissions"), and all rights, including intellectual property rights in such Submissions, shall belong exclusively to us, The Sup Group Ltd, and that such Submissions shall be considered our confidential information. You hereby irrevocably and unconditionally transfer and assign to The Sup Group Ltd all intellectual property rights you have or may have in such Submissions and waive any and all moral rights that you may have in respect thereof. It is further understood that the use of Submissions, if any, may be made by The Sup Group Ltd at its sole discretion, and that The Sup Group Ltd in no way shall be obliged to make use of any kind of the Submissions or part thereof.
21.1. Removal of Content. Pursuant to the Copyright, Designs and Patents Act 1988, we have designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with the Services. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of users of the Services who are repeat infringers.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the Copyright, Designs and Patents Act 1988:
In the event that you submit an incomplete or deficient Notice or Counter Notice to The Sup Group Ltd, The Sup Group Ltd is not obligated to respond or to take further action on the matter.
21.2. Counter-Notification.If you believe that the material you posted was removed from the Services by mistake, and that you have the right to post the material, you may elect to send us a counternotification. To be effective, the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see the Copyright, Designs and Patents Act 1988 to confirm these requirements):
21.3. Misrepresentations.Please note that under the Copyright, Designs and Patents Act 1988, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
21.4. Copyright Agent.Our agent for notice of claims of copyright infringement ("Copyright Agent") can be reached as follows: The Sup Group Ltd., email: contact@sup.co.
This Agreement is only for the benefit of you, the Creator. You shall have no right to assign this Agreement or any benefits or obligations hereunder to any other party or legal entity. Any attempted assignment shall be void. Provided, however, if you are a Company or a legal entity using our Platform and Services, then upon our prior written approval, your employees or consultants may participate in the Campaigns. The Sup Group Ltd may assign this Agreement at its sole discretion and without any limitations.
You agree not to promote, approach, use, distribute, transfer, provide, sublicense, share with, or otherwise offer the Services in violation of any Laws or this Agreement, including, without limitation, the UK Bribery Act 2010 and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available, or release (collectively, "Export") the Services to any destination, person, entity, or end use prohibited or restricted under UK law without prior UK government authorization to the extent required by regulation, including without limitation, any parties listed on any denied parties lists or specially designated nationals lists maintained under the UK Export Control Act or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the UK Department for International Trade, Office of Export Control without appropriate UK government authorization to the extent required by
The Sup Group Ltd reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Platform, Services, or to modify this Agreement at any time and without prior notice. If we modify this Agreement, we will post the modification on the Website or the App. Modifications to this Agreement will automatically take effect upon posting; provided, however, that material changes to this Agreement will be effective as to an existing Creator thirty (30) days after posting. By continuing to access or use our Platform or Services after we have posted a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease accessing or using the Platform and Services.
During the Term and for five (5) years after that, you agree that you will not disparage The Sup Group Ltd or any of The Sup Group Ltd’s officers, directors, or employees or otherwise take any action that reasonably can be expected to adversely affect The Sup Group Ltd’s reputation. For purposes of this Agreement, "disparage" shall mean any negative statement, whether written or oral, about The Sup Group Ltd or any of its officers, directors, or employees. You agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in The Sup Group Ltd refusing to enter into this Agreement.
Neither you nor us shall be obliged to perform any of its obligations herein if either you or us is prevented from doing so by a situation of force majeure. "Force majeure" events shall include events beyond the reasonable control of either you or us, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by The Sup Group Ltd’s suppliers and customers, including The Sup Group Ltd’s clients, agencies, or technology suppliers, including defects in objects, materials, or software of third parties.
This Agreement shall be governed by the law of England and Wales, without respect to its conflicts of laws principles. We each agree to submit to the exclusive jurisdiction of the courts of England and Wales for any actions not subject to the Dispute Resolution and Arbitration provisions as set forth in Section 28 below.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE SUP GROUP LTD AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
28.1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, "Disputes") in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets, or patents, you and The Sup Group Ltd agree (a) to waive your and The Sup Group Ltd’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Services and Platform, resolved in a court, and (b) to waive your and The Sup Group Ltd’s respective rights to a jury trial. Instead, you and The Sup Group Ltd agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
28.2. No Class Arbitrations, Class Actions, or Representative Actions. You and The Sup Group Ltd agree that any Dispute arising out of or related to this Agreement or the Services, Platform, Website, or App is personal to you and The Sup Group Ltd and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. You and The Sup Group Ltd agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and The Sup Group Ltd agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
28.3. Arbitration Act 1996. You and The Sup Group Ltd agree that this Agreement affects interstate commerce and that the enforceability of this Section 28 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Arbitration Act 1996, to the maximum extent permitted by applicable law.
28.4. Notice; Informal Dispute Resolution. You and The Sup Group Ltd agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to The Sup Group Ltd shall be sent by certified mail or courier to The Sup Group Ltd, 483 Green Lanes, London, N13 4BS, or via email: contact@sup.co. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your The Sup Group Ltd account, and if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number, and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and The Sup Group Ltd cannot agree on how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or The Sup Group Ltd may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
28.5. Process. EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND THE SUP GROUP LTD AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR THE SUP GROUP LTD WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND THE SUP GROUP LTD WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE).
28.6. Arbitration Rules. You and The Sup Group Ltd agree that (a) any arbitration will occur in London, England, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules and procedures of the Chartered Institute of Arbitrators (CIArb) then in effect, except as modified by this "Dispute Resolution" section, and (c) that the courts of England and Wales have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
28.7. Authority of Arbitrator. As limited by the applicable laws, these Terms, and the rules and procedures of the CIArb, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable rules and procedures of the CIArb, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys' fees and expenses if we prevail in arbitration.
28.8. Rules and Procedures of CIArb. The rules and procedures of the CIArb are available at www.ciarb.org or by calling the CIArb at +44 (0)20 7421 7444. By agreeing to be bound by this Agreement, you either (a) acknowledge and agree that you have read and understand the rules and procedures of the CIArb, or (b) waive your opportunity to read the rules and procedures of the CIArb and any claim that the rules and procedures of the CIArb are unfair or should not apply for any reason.
28.9. Severability. If any term, clause, or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
28.10. Opt-Out Right. You have the right to opt-out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section by writing to: The Sup Group Ltd, 483 Green Lanes, London, N13 4BS, or via email: contact@sup.co. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt-out of binding arbitration. By opting-out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 28.
This Agreement, along with the Privacy Policy, constitutes the entire agreement between you and us and supersedes any prior agreements between you and us with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party's failure to act with respect to a breach by the other party does not constitute a waiver of the party's right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Except as explicitly stated otherwise, any notices to The Sup Group Ltd shall be given by certified mail, postage prepaid and return receipt requested to The Sup Group Ltd, 483 Green Lanes, London, N13 4BS, or via email: contact@sup.co. Any notices to you shall be provided to you through our Website or App, or given to you via the email address or physical address you provide to The Sup Group Ltd during the registration process.
Each Party agrees to fully comply with the applicable privacy regulations. We will use any personal information that we may collect or obtain in connection with the Services in accordance with our Privacy Policy available at: https://sup.co/privacy/, as may be updated from time to time. You further agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
Apple. If you download the App from the Apple, Inc. ("Apple") App Store (or in any event if you download an Apple iOS App), then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:
PLEASE NOTE THAT BY USING THE WEBSITE, APP, PLATFORM, AND/OR SERVICES, YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR WEBSITE, APP, PLATFORM, AND/OR SERVICES AND EXIT IMMEDIATELY.
Last updated: July 16, 2023